**EXHIBIT 10.28**

 

**FOUNDERS TOWER OFFICE LEASE**

 

THIS OFFICELEASE AGREEMENT (this “Lease”) is made as of the           day of           and is by andbetween HEBRON COMMUNICATIONS CORPORATION, whose notice address is HebronCommunications Corporation, 5900 N. Mosteller Drive, Suite 1750, FoundersTower, Oklahoma City Oklahoma 73112 (“Landlord”) and AMERIVISIONCOMMUNICATIONS, INC., an Oklahoma Corporation, whose address is c/o Wiley, Rein& Fielding, 1776 K Street, NW., Washington, D.C. 20006, Attn: Dag Wilkinson,Esq. (“Tenant”). Capitalized terms used herein are either defined in the textof this Lease, in Article I below (which contains certain definitionsused herein and the basic economic terms of this Lease), or in the Exhibitsattached hereto.

 

**R E C I T A L S :**

 

A                                      Landlordis the owner of the Building commonly known as the “Founders Tower” (herein the“Building”) located at 5900 N. Mosteller Drive in Oklahoma City, Oklahoma.

 

B.                                     Landlorddesires to lease to• Tenant and Tenant desires to lease from Landlord, thePremises, as hereinafter defined, on the terms and conditions stated in thisLease.

 

**A G R E E M E N T :**

 

**NOW, THEREFORE,**inconsideration of the mutual covenants contained herein and for other valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Landlord and Tenant agree as follows:

 

 

**ARTICLE I**

 

**DEFINITIONS**

 

1.1.**                              Lease:Landlord.**The term “Lease” and such terms as “herein,” “hereof,” “hereby,”“hereunder,” hereto” and the like will mean this Office Lease Agreement,together with all exhibits and schedules now or hereafter attached hereto, andall modifications, amendments, extensions and renewals of this Office LeaseAgreement. The term “Landlord” shall be deemed to include, as applicable, anysuccessor in interest to Founders Tower as owner of the Building.

 

1.2.**                              Definitionof Basic Lease Terms**. When used in this Lease, the following terms shallhave the meanings set forth below, unless the context of this Lease clearlyrequires otherwise.

 

**“Actual Expense Increase”**:The amount by which Operating Expenses in any particular calendar year exceedOperating Expenses incurred in the Base Expense Year.

 

**“Additional Rent”:**Allsums payable by Tenant under or pursuant to this Lease, whether to Landlord orothers, other than Base Rent.

 

**“Base Expense Year”**:Shall mean 2000.

 

**“Base Rent”**: Thesums set forth on Exhibit A with respect to the suites constituting thePremises. Landlord and Tenant acknowledge the Base Rent during the Term wasdetermined by multiplying the Rentable Area of the suites constituting Premisesby the applicable per square foot rate in dollars.

 

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**“Business Day”:**Anyday *other*than a Saturday, *a Sunday,*or a legal holiday observed bybanks in the State of Oklahoma.

 

**“Commencement Date”**:January 1,2000

 

**“Common Areas”**:****Thoseareas in the Building consisting of corridors, elevator foyers, restrooms,plaza areas and other similar facilities provided for the common use andbenefit of the tenants of the Building or patrons thereof.

 

**“Estimated Expense Increase”**:Landlord’s estimate of the amount by which Operating Expenses for anyparticular calendar year will exceed Operating Expenses for the Base ExpenseYear.

 

**“Expiration Date”**:Subject with respect to the individual suites constituting the Premises thelatest date of the respective periods set forth in Exhibit A.

 

**“Final Expiration Date”**:December 31, 2004 or such earlier date as is the last to occur of theExpiration Dates.

 

**“Legal Requirements”**:All federal, state, and local laws (whether imposed by statute, ordinance,regulation, administrative or judicial order, any other governmental authority,or common law), rules and regulations of utility companies, and all restrictivecovenants and Rules and Regulations now or hereafter in effect which areapplicable to the construction, modification, use or occupancy of the Premises,Building and areas adjacent and appurtenant thereto, including, withoutlimitation, zoning ordinances, development and subdivision regulations,building (including the Americans With Disabilities Act), fire and safetycodes, parking and traffic regulations, and environmental requirements.

 

**“Normal Business Hours”**:7:30 am. to 6:30 p.m. Monday through Friday, and 8:00 a.m. to 1:00 p.m.Saturday, legal holidays excepted.

 

**“Operating Expenses”**:See definition attached as Exhibit B hereto.

 

**“Permitted Use”**:General office use and the siting of equipment of the general nature currentlymaintained at the Premises.

 

**“Premises”**: Thetenant space located in the Building and depicted on Exhibit A..

 

**“Rent”**: All BaseRent and Additional Rent.

 

**“Rentable Area of the Building”**:176,280 square feet.

 

**“Rentable Area of the Premises”**:As of the Commencement Date, see Exhibit A.

 

**“Rules and Regulations”**:The rules and regulations relating to the use and occupancy of the Premises andthe Common Areas as set forth on Exhibit E attached hereto and as the same maybe amended from time to time by Landlord.

 

**“Security Deposit”**:Ten thousand dollars (5 10,000.00)

 

**“Tenant’s Pro Rata Share”**:With respect to the suites constituting the Premises, the percentages set forthon Exhibit A, with such Pro Rata Share to be determined at any time for thepurposes set forth in this Lease by summing such percentages for all suiteswhich the Tenant is occupying *as*of such date, provided that, Tenant’sPro-Rate Share shall be expressed as a percentage of the Rentable Area of theBuilding.

 

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**“Term”**: The periodbeginning on the Commencement Date and ending on the Final Expiration Date, orany earlier date on which the Term is terminated pursuant to the terms of thisLease.

 

**ARTICLE II**

 

**LEASE OF PREMISES**

 

2.1                                 **Lease.**  In consideration of the payment of Rent andthe performance of the covenants and agreements by Tenant hereinafter setforth, Landlord hereby leases and demises to Tenant the Premises, together withthe non-exclusive right, subject to the provisions hereof; to use allappurtenances thereto, including the Building Common Areas and parkingfacilities designated from time to time by Landlord for the exclusive ornon-exclusive use of the tenants of the Building. Landlord acknowledges andagrees that it will completely vacate, and make available for Tenant’s quietenjoyment and peaceful possession, the 708 sq. ft. that Landlord currentlyoccupies on the Il”‘ floor of the Building described in Exhibit A, in no eventlater than March 31, 2000.

 

2.2                                 **QuietEnjoyment**.  So long as Tenantis not in default under this Lease, Tenant shall be entitled to the quietenjoyment and peaceful possession of the Premises, subject to the terms andprovisions of the Lease, including, without limitation, the Rules andRegulations.

 

2.3                                 **Substitutionof Similar Space**.  At anytime after Tenant’s execution of this Lease, Landlord shall have the right, upongiving Tenant ninety (90) days’ notice in writing, to provide arid furnishTenant with space elsewhere in the Building, if approximately the same size asthe Premises, and to move and place Tenant in such new space at Landlord’s soleexpense. Landlord agrees that the moving of Tenant pursuant to this paragraphwill be done as expeditiously as possible. Landlord further agrees to remodelthe new space to make such space substantially equivalent to the space beingvacated, including such additions, alterations and improvements to the spacebeing vacated as Tenant may have previously made with Landlord’s writtenapproval, and Tenant shall not be required to move until such remodeling iscompleted. In the event Landlord moves Tenant to said new space, then thisLease and each and all of the terms and covenants and conditions hereof shallthereupon remain in full force and effect and he deemed applicable to such newspace. Should Tenant refuse to permit Landlord to move Tenant to such new spaceat the end of said ninety (90) day period, then Tenant shall be in default andLandlord shall be entitled to exercise the remedies provided for in Section15.3 hereof

 

**ARTICLE III**

 

**TERM**

 

3.1                                 **Term**.  This lease shall be effective as of January1, 2000. The Term shall end without notice on the Final Expiration Date andwith respect to each suite on the applicable Expiration Date as set forth onExhibit A, provided, however, that if Tenant is not in default under this LeaseTenant shall have the right exercisable up to sixty (60) days prior to anyapplicable Expiration Date to, by written notice to Landlord, extend suchExpiration Date for a period of one (I) year. Unless otherwise agreed byLandlord and Tenant, all Extensions shall be subject to a Base Rent increase offour percent (4%) over the Base Rent for the immediately preceding year.

 

3.2                                 **Surrender:Holding Over**.  Upon theexpiration or other termination of the Term (and upon the Expiration Date withrespect to the relevant suite), Tenant shall promptly quit the Premises (or theapplicable suite) and surrender the same to Landlord in good order andcondition, ordinary wear and tear and loss by fire or other casualty excepted,unless due to the

 

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negligence of Tenant, and Tenant shall removeall of its movable furniture, trade fixtures and other personal property. Theparties agree that their respective rights and obligations regarding goods,furniture, furnishings, trade fixtures and any other personal property belongingto Tenant which is left in the Premises at the end of the Term will be governedby the provisions of Section 52 of Title 41 of the Oklahoma Statues, as thesame may be amended from time to time. If Tenant remains in possession of thePremises after any applicable Expiration Date and continues to pay Rent, andLandlord accepts such Rent, without any express written agreement as to suchholding over then such holding over shall be deemed to he a tenancy frommonth-to-month which will be equivalent to the base plus a minimum of 4%increase. All such Rent shall be payable in advance on the same day of eachcalendar month Nothing contained herein shall be construed as obligatingLandlord to accept any rental tendered by Tenant after the expiration of theTerm or to relieve Tenant of its obligation as set forth above to surrender thePremises at the end of the Term and any holdover without Landlord’s consentshall be deemed a default hereunder entitling Landlord to all of its rights andremedies set forth in Article XV below, including, without limitation,its right to recover consequential damages resulting from said holdover.

 

3.3                                 **Right ofEntry**.  After reasonableprior notice to the Tenant, Landlord may enter the Premises to exhibit thePremises to prospective tenants, purchasers or mortgagees.

 

**ARTICLE IV**

 

**RENT**

 

4.1                                 **Base Rent**.  Tenant agrees to pay Landlord the applicableBase Rent specified in Section 1.2 above. All Base Rent shall be paid inadvance commencing on the Commencement Date and on the first (1st)day of each calendar month thereafter during the Term If the Commencement Dateis on other than the first day of a calendar month, the first installment ofBase Rent shall be prorated based on the number of days from the CommencementDate to the first day of the next succeeding calendar month. Notwithstandingthe foregoing, Tenant shall not be obligated to pay Rent for the 703 sq ftoccupied by Landlord on the t floor of the Building described in Exhibit Auntil such time as Landlord completely vacates such space and makes availablesuch space for Tenant’s quiet enjoyment and peaceful possession.

 

4.2                                 **AdditionalRent**.  In addition to BaseRent, Tenant agrees to pay the various items of Additional Rent at the timesrequired under this Lease, including specifically increases in OperatingExpenses as referenced in Article VII below.

 

4.3                                 **DelinquentRent**.  If any Ease Rent isnot paid within ten (10) days of the day on which it becomes due (i.e. thefirst of each month), Landlord may collect a late charge in any amount equal toten percent (10%) of the delinquent sum. Late charges shall be consideredAdditional Rent and failure to pay the same shall be considered a defaulthereunder. Any Rent which remains unpaid fur more than thirty (30) daysfollowing its due date shall bear interest from the date due until paid at therate of eighteen percent (18%) per annum (the “Default Rate”) based on a360-day year. Payment of such late charges and/or interest shall, at Landlord’soption, be a condition precedent to curing any default hereunder. Landlord’sacceptance of subsequent installments of Rent without having received anyaccrued late charges or interest will not waive Landlord’s right to collectsuch late charges and interest at any time thereafter, including if applicable,at the expiration or sooner termination of the Team

 

4.4                                 **PaymentsUnder Lease**.  Except asotherwise specifically provided in this Lease, Tenant agrees to pay all Rentprovided for herein without demand. The obligations of the Tenant to pay Rentunder this Lease is an independent covenant and no act or circumstancewhatsoever (whether constituting a default by Landlord or not) will releaseTenant from the obligation to pay Rent timely or give rise to any deductionfrom or setoff against Rent payable hereunder.

 

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**ARTICLE V**

 

**TENANT IMPROVEMENTS**

 

5.1                                 **Constructionand Installation of the Tenant Improvements**. The construction andinstallation of Tenant improvements shall be governed by the Work Letter, ifany, attached to this Lease as Exhibit D. Except as may be specifically setforth in any such Work Letter, Landlord shall have no obligation for theconstruction and installation of Tenant improvements or the completion orremodeling of the Premises. Tenant agrees to accept the Premises in their “asis” condition after completion of any portion of the work to be performed byLandlord. If Landlord is delayed in delivering the Premises to Tenant due tothe failure of a prior occupant to vacate or remove its property from the same,then Landlord’s obligation to commence its portion of its work if any, shall bedelayed by a like period of time. The postponement of Tenant’s obligation topay Rent and other sums hereunder shall be in full settlement of all claims whichTenant may otherwise have by reason of such delay of delivery.

 

5.2                                 **Acceptanceof Premises**. Except as provided in the Work Letter, takingpossession of the Premises by Tenant shall be conclusive evidence as againstTenant that the Premises were in the condition agreed upon between Landlord andTenant and acknowledgment of satisfactory completion of any work to beperformed by Landlord.

 

**ARTICLE VI**

 

**USE OF PREMISES**

 

6.1                                 **Character ofOccupancy**.  Tenant covenantsand agrees to occupy the Premises for the Permitted Use and for no otherpurpose, unless Landlord otherwise consents in writing, which consent may bewithheld in Landlord’s sole discretion. Tenant agrees to use the Premisesconsistent with the Rules and Regulations and in a careful, safe, and proper mannerand to pay, on demand, for any damage to the Premises caused by misuse or abusethereof by Tenant, Tenant’s agents or employees, or by any other personentering upon the Premises under express or implied invitation of Tenant.Tenant agrees not to sue the Premises in a manner which would crease a nuisanceor which would disturb the other tenants of the Building.

 

6.2                                 **ComplianceWith Legal Requirements**. Tenant, at Tenant’s expense, shall comply with all Legal Requirementsnow in effect, or which may hereafter be in effect, which shall impose any dutyupon Landlord or Tenant with respect to the occupation or alteration of thePremises. For instance, as between Landlord and Tenant, Tenant shall bearresponsibility for the compliance of the Premises (but not any common areas orother areas in or around the Building not constituting the Premises) with theAmericans With Disabilities Act.

 

6.3                                 **No Waste:Compliance With Insurance and Environmental Requirements**.  Tenant shall not commit waste or suffer orpermit waste to be committed or permit any nuisance on or in the Premises.Tenant agrees that it will not store, keep, use, sell, dispose of or offer forsale in, upon or from the Premises any article or substance which may beprohibited by any insurance policy in force from time to time covering theBuilding, nor shall Tenant keep, store, dispose of, or produce on, in or fromthe Premises or the Building any substance which may be deemed a hazardoussubstance under any Legal Requirement as may be promulgated or amended fromtime to time. Tenant agrees to indemnify and hold harmless Landlord against anycost, loss, claim or expense, including reasonable attorneys’ fees andexpenses, suffered by Landlord as a result of Tenant’s breach of any covenantset forth in this Article VI.

 

6.4                                 **Rules andRegulations**.  The Rules andRegulations set forth on Exhibit E attached hereto shall be and are hereby madea part of this Lease. Tenant agrees that Tenant’s employees and agents or anyother permitted by Tenant to occupy or enter the Premises will at

 

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all times abide by said Rules andRegulations. A breach of any of such Rules or Regulations shall be deemed adefault under this Lease. Landlord agrees to apply the Rules and Regulations ina non-discriminatory manner towards all tenants of the Building.

 

**ARTICLE VII**

 

**OPERATING EXPENSES**

 

7.1                                 **Payment ofTenant’s Pro Rata Share of Operating Expenses**.

 

(a)                                  Tenantshall have no liability for Operating Expenses for the calendar year 2000.Commencing with respect to calendar year 2001, Tenant agrees to pay Tenant’sPro Rata Share of any increase in Operating Expenses from the Base ExpenseYear; provided, however, that in no event shall Tenant be liable for anyincrease in Operating Expenses which exceed five percent *(5%)*of the actual OperatingExpenses for the immediately preceding year. Operating Expenses of the BaseExpense Year shall be the lesser of (i) the actual amount of Operating Expensesincurred in calendar year 2000 and (ii) $815,000. The payment of Tenant’s ProRata Share of any increase in Operating•• Expenses pursuant to the provisionsof this Article shall be made as follows: At the end of each calendar quartercommencing with the first calendar quarter in 2001, Tenant shall pay Landlord,as additional rent, an amount equal to one-fourth of Tenant’s Pro-Rata Share ofthe Estimated Expense Increase. In the event that a comparative statementevidences that the Actual Expense Increase with respect to each quarter wasgreater than the Estimated Expense Increase for such calendar quarter, thenTenant shall pay Landlord the amount of such excess as Additional Rent with thenext quarterly installment of additional rent pursuant to this Paragraph. Inthe event that a comparative statement shall show that the Actual ExpenseIncrease amount for a calendar quarter was less than the Estimated Expense.Increase amount for such quarter, then Tenant shall receive a credit for suchamount from Landlord to the extent that Tenant has paid the Estimated ExpenseIncrease amount pursuant to this Paragraph.

 

“ActualExpense Increase” The amount by which Operating Expenses in any particularcalendar year exceed Operating Expenses incurred in the Base Expense Year butshall, in no event, exceed five percent *(5%)*of Operating Expenses actuallyincurred in the prior calendar year.

 

“EstimatedExpense Increase” Landlord’s estimate of the amount by which Operating Expensesfor any particular calendar year will exceed Operating Expenses for the BaseExpense Year but shall, in no event, exceed five percent *(5%)*of the OperatingExpenses actually incurred in the prior calendar year.

 

(b)                                 Landlord’sand Tenant’s responsibilities with respect to the Operating Expense adjustmentdescribed herein shall survive the expiration or early termination of thisLease. If Tenant shall dispute the amount of an adjustment by Landlord or anyproposed estimated increase or decrease in the Estimated Operating Expenses, orcomparative statement, Tenant shall give Landlord written notice of suchdispute within thirty (30) days after Landlord advises of such comparativestatement, adjustment or proposed increase or decrease. If Tenant does not giveLandlord such notice within such time, Tenant shall have waived its right to disputethe amounts so determined. If Tenant timely objects, Tenant shall have theright, at its own expense (except as set forth below), to engage its ownaccountants for the purpose of verifying the accuracy of the statementcomplained of or the reasonableness of the estimated increase or decrease. IfTenant determines that an error has been made, Landlord and Tenant shallendeavor to agree upon the matter, failing which the parties shall subject suchmatter to an independent certified public accountant selected by landlord andreasonably acceptable to Tenant, for a determination which shall be final,conclusive and binding upon Landlord and Tenant. Notwithstanding the tendencyof any dispute over any particular statement, Tenant shall continue to payLandlord the amount of the quarterly installments of Tenant’s Pro Rata Share ofOperating Expenses determined by Landlord until the adjustment has beendetermined to be

 

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incorrect. If it shall be determined that anyportion of the Operating Expenses were not properly chargeable to Tenant, thenLandlord shall promptly credit or refund the appropriate sum to Tenant and ifsuch improperly chargeable amounts exceed five percent *(5%)*of total OperatingExpenses, Landlord shall be responsible for the reasonable costs of suchverification and determination.

 

**ARTICLE VIII**

 

**LANDLORD SERVICES;MAINTENANCE**

 

8.1                                 **ServicesProvided By Landlord**. Subject to the provisions of Section 8.3 below, Landlord, withoutcharge, except as provided herein, and in accordance with standards from timeto time prevailing for the Building, agrees to:

 

 

(a)                                  furnishhot and cold running water at those points of supply for general use of tenantsof the Building;

 

(b)                                 furnishto public areas of the Building heated or cooled air (as applicable), lighting,electrical current (120 Volt 20 amp), janitorial services, and maintenance tothe extent Landlord reasonably deems necessary;

 

(c)                                  furnish,during Normal Business Hours, such heated or cooled air to the Premises as may,in the good faith judgment of Landlord, •he reasonably required for thecomfortable use and occupancy of the Premises, provided that therecommendations of Landlord’s engineer regarding occupancy and use of thePremises arc complied with by Tenant and, with respect to cooled air, providedthe same is used only for standard office use;

 

(d)                                 liston all existing common directories in the Common Areas Tenant’s manic and suitenumber;

 

(e)                                  •furnishjanitorial service, as contracted for by Landlord, five (5) days per week,exclusive of normal holidays; provided, however, if Tenant’s flooring, otherimprovements or furniture upholstery require special treatment, Tenant shallpay to Landlord the additional cleaning cost attributable thereto uponpresentation of a statement therefor by Landlord;

 

(f)                                    furnishstandard building grade fluorescent bulb replacement in the Premises necessaryto maintain the lighting provided as a part of standard building improvements;provided, however, Tenant shall be responsible for lighting bulb/tubereplacement in special, non-standard fixtures and/or equipment;

 

(g)                                 furnishelevator service 7:30 am, to 8:00 p.m. Monday through Sunday; and

 

(h)                               keepthe Common Areas and exterior of the Building in a neat and orderly condition.

 

8.2                                 **Interruptionof Service**.  Tenant agreesthat Landlord shall not he liable for failure to supply any such heating, airconditioning, electrical, exterior window washing, lighting or other services,or to supply such services during any period Landlord is required to reduce orcurtail such services pursuant to any applicable Legal Requirement, includingregulations of any utility now or hereafter in force or effect. It isunderstood that Landlord may discontinue, reduce, or curtail such services, orany of them (either temporarily or permanently), at such times as it may benecessary by reason of accident, repairs, alterations, improvements, strikes,lockouts, riots, acts of God, application of applicable Legal Requirements ordue to any other happening beyond the reasonable control of Landlord. In theevent of any interruption, reduction, or

 

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discontinuance of Landlord’s services (eithertemporary or permanent), Landlord shall not he liable for damages to person orproperty as a result thereof nor shall the occurrence of any such event in anyway be construed as an eviction of Tenant; or cause or permit an abatement,reduction or setoff of rent, or operate to release Tenant from any of Tenant’sobligations hereunder.

 

8.3                                 **Notificationof Accidents or Defects**. Tenant agrees to notify promptly the Landlord or its representative ofany accidents or defects in the Building of which Tenant becomes awareincluding defects in pipes, electric wiring, and BVAC equipment. In addition,Tenant shall provide Landlord with prompt notification of any matter orcondition of which it is aware which may cause injury or damage to theBuilding, Common Areas or any person or property therein.

 

8.4                                 **Maintenanceand Improvements**.  Unlessotherwise expressly provided herein, Landlord shall not be required to make anyimprovements or repairs of any kind or character to the Premises during theTerm, except:

 

(a)                                  suchrepairs to HVAC, mechanical, life, safety and electrical systems in thePremises (to the extent such systems are building standard) as may be deemednecessary by’ Landlord for normal maintenance operations of the Building; and

 

(b)                               upkeep,maintenance, and repairs to all Common Areas so long as the need for any suchrepair is not the result of Tenant’s negligence.

 

8.5                                 **Landlord’sRe-entry; Alterations**. Tenant covenants and agrees to permit Landlord upon twenty-four (24)hours’ notice, and at any time in the event of an emergency, to enter thePremises to examine and inspect the same or. if Landlord so elects, to performany obligations of Tenant hereunder, at the expense of Tenant, which Tenantshall fail to perform or to perform such cleaning, maintenance, janitorialservices, repairs, additions, or alterations as Landlord may deem necessary orproper for the safety, improvement, or preservation of the Premises or of otherportions of the Building or as may be required by any governmental authoritiesthrough any Legal Requirement. Any such re-entry shall not constitute aneviction or entitle Tenant to abatement of Rent. Furthermore, Landlord shall atall times have the right at Landlord’s election to make such alterations orchanges in other portions of the Building as Landlord may from time to timedeem necessary.

 

**ARTICLE IX**

 

**SECURITY DEPOSIT**

 

9.1                                 **Payment andApplication of Security Deposit**. Concurrently with the execution of this Lease, Tenant agrees to depositwith Landlord and keep on deposit at all times during the Term, the SecurityDeposit described in Section 1.2 as security for the faithfulperformance of all the terms, conditions, and covenants of Tenant under thisLease. At the end of the Term, and provided all such covenants and agreementsof this Lease have been fully performed, Landlord shall refund to Tenant or towhomever is then the holder of Tenant’s interest in this Lease, any unusedportion of the Security Deposit, without interest. Landlord shall have theright to commingle the Security Deposit with other funds of Landlord. IfLandlord applies any portion of the Security Deposit toward any covenant oragreement which is not performed by Tenant, Landlord shall promptly notifyTenant of such use of the Security Deposit and provide Tenant with adequatereceipts or other evidence of the use of the Security Deposit. If Landlord sinterest in the Building or Premises is sold or transferred after the date ofthis Lease, Landlord agrees to deliver the Security Deposit to the purchaser ortransferee, and thereupon, Landlord shall be discharged from further liabilitywith respect to the Security Deposit provided that such 

 

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purchaser or transferee agrees, in writing,to be bound by the terms of this Lease. Tenant agrees that if a mortgageesucceeds to Landlord’s interest in the Premises by reason of foreclosure, ordeed in lieu of foreclosure, Tenant shall have no claim against said mortgageefor the Security Deposit, or any portion thereof unless such mortgagee hasactually received (and acknowledged receipt of) the same from Landlord. Tenantshall remain liable for any claims of Landlord which exceed the amount of theSecurity Deposit used.

 

**ARTICLE X**

 

**TENANT’S ALTERATIONS,FIXTURES AND EQUIPMENT**

 

10.1                           **PermissibleAlterations**.  Subject toobtaining Landlord’s prior written consent, which consent may be withheld inLandlord’s sole discretion, and Tenant’s compliance with the restrictions andconditions set forth in this Article X, Tenant may, at its cost, make *non-structural*alterations to the interior of the Premises:

 

10.1.1      Restrictions.  Tenant shall make no structural alterationsto the Premises (including the exterior thereof). Any other alterationsapproved by Landlord in accordance with Section 10.1 above which are made byTenant shall not (i) result in an undue burden or excessive use being placed onthe electrical, gas, plumbing, sanitary sewer, heating, ventilating or airconditioning systems servicing the Building, or require changes, replacementsor additions to such systems; or (ii) result in higher insurance premiums forthe remainder of the Building.

 

10.1.2      Plans. Tenant shall submit toLandlord for approval reasonably detailed final plans and specifications of theproposed alterations and the name of its contractor at least ten (10) days beforethe date it intends to commence the alterations.

 

10.1.3      Notice. The alterations shall notbe commenced until three (3) days after Landlord has received notice fromTenant stating the date the installation of the alterations is to commence sothat Landlord can send, post and/or record appropriate notices ofnon-responsibility.

 

10.1.4      Permits. The alterations shall beapproved by all appropriate government agencies, and all applicable licenses,permits and authorizations shall be obtained before commencement of thealterations.

 

10.1.5      Compliance.  All alterations shall be completed with duediligence in compliance with the plans and specifications and working drawingsand all applicable laws and in a good and workmanlike manner, using newmaterials and equipment at least equal in quality to the original installationsin the Premises.

 

10.1.6.     Insurance.  Before commencing the alterations and at all times during theconstruction, Tenant’s contractor shall maintain builder’s risk insurance in anamount reasonably satisfactory to Landlord and provide Landlord with evidencethereof

 

10.1.7.     Current Alterations.  Landlord acknowledges its previous approvalof the alterations currently being undertaken by Tenant.

 

10.2                           **Fixtures andEquipment**.  Tenant, or its subtenants,may install in or upon the Premises such fixtures, trade fixtures, furnitureand equipment as Tenant or such subtenants deem desirable provided suchfixtures, trade fixtures, furniture and equipment do not place an unreasonableburden on, or exceed the capacity of, the systems specified in clause (i) of Section10.1.1 or require changes, replacements or additions to such systems, orexceed the safe load

 

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hearing capacity of the floors of the Building.

 

10.3                           **Ownership;Removal; Restoration**.  Allalterations and fixtures installed pursuant to Sections 10.1and 10.2above shall remain the property of Tenant until the expiration or terminationof the Term, or any earlier termination of Tenant’s right to possession asprovided in Article XV below, at which time all such alterations andfixtures (excluding trade fixtures) will at all times remain the property ofTenant. Tenant shall remove any trade fixtures, furniture, moveable equipmentand other personal property upon the expiration or termination of the Term orany earlier termination of Tenant’s right to possession. Notwithstanding any ofthe foregoing, Tenant shall not remove any property if such removal would causestructural or irreparable damage to the Premises. After removing any propertyfrom the Premises which Tenant is permitted to remove. Tenant shall promptly,at its expense, repair or restore any damage to the Premises caused by theremoval.

 

10.4                           **No Liens,Indemnity**.  Tenant shall keepthe Premises and Tenant’s interest therein free from any liens arising out ofany work performed on the Premises, materials furnished thereto or obligationsincurred by Tenant and shall cause the same to be released or bonded off withinten (10) days of the filing of the same. Tenant shall indemnify, defend andhold Landlord harmless against liability, loss, damage, cost, and all otherexpenses (including without limitation, reasonable attorney’s fees) arising outof claims of liens for obligations incurred by, or work performed or materialsor supplied furnished to or for the benefit of, Tenant or persons claimingunder Tenant or with regard to Tenant’s failure to comply with Sections10.1.4 and 10.1.5 above.

 

**ARTICLE XI**

 

**ASSIGNMENT ANDSUBLETTING**

 

11.1                           **Assignmentor Subletting**.  Tenant willnot assign or encumber this Lease, or any interest herein, nor sublease thePremises or any portion thereof, without Landlord’s prior written consent,which consent will not be reasonably withheld. If permitted by Landlord, nosuch assignment, sublease or encumbrance will release Tenant from itsobligations hereunder or thereunder.

 

**ARTICLE XII**

 

**CONDEMNATION**

 

12.1                           **Condemnation**.** **If the entire Premises, orsubstantially all of the Premises or any portion of the Building which shallrender the Premises untenantable, shall be taken by right of eminent domain orshall be conveyed in lieu of any such taking, then either Landlord or tenantmay, at its option, terminate this Lease by giving the other party writtennotice of such election within thirty (30) days after such taking orconveyance. In such event, this Lease shall cease and terminate and the Rentshall be duly apportioned as of the date of such taking or conveyance. Tenantthereupon shall surrender the Premises and all interest therein under thisLease to Landlord, and Landlord may reenter and take possession of the Premisesor remove Tenant therefrom. In the event less than all of the Premises shall betaken by eminent domain or conveyance in lieu thereof Landlord shall promptlyrepair the Premises as neatly as possible to its condition immediately prior tosuch taking, unless Landlord elects not to reconstruct or rebuild as describedin Section 14.3 below. In the event of any such taking or conveyance,Landlord shall receive the entire award or consideration for the portion of theBuilding so taken. Notwithstanding the foregoing, Landlord’s use ofcondemnation proceeds may be subject to the

 

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control of its first mortgage lender and, ifthose proceeds are not made available for restoration of the Premises, or ifthey are not sufficient to restore the Premises, Landlord shall not beobligated to restore the Premises. This Lease shall continue in any such eventunless the inability to effect such a restoration renders the Premisesuntenantable.

 

**ARTICLE XIII**

 

**INDEMNITY OF LANDLORD**

 

**LIABILITY ANDCASUALTY INSURANCE**

 

13.1                           **Indemnity**.  Tenant hereby agrees to indemnify, defend,and save Landlord harmless of and from all liability, loss, damages, costs, orexpenses, including attorneys’ fees, on account of injuries to the person orproperty of Landlord of or any other tenant in the Building or to any otherperson rightfully in said Building for any purpose whatsoever, where the injuriesare caused by the negligence, misconduct or breach of this Lease by the Tenant,Tenant’s agents, servants, or employees or of any other person entering uponthe Premises under express or implied invitation of Tenant or where suchinjuries are the result of the violation of the provisions of this Lease by anyof such persons. This indemnity shall survive termination or earlier expirationof this Lease.

 

13.2                           **Tenant’sLiability and Casualty Insurance**. In addition to providing the indemnity referenced above, Tenant shallobtain and maintain throughout the Tern a commercial general liability policy,including protection against death, personal injury and property damage andissued by an insurance company qualified to do business in the State ofOklahoma, with a single limit of not less than One Million Dollars($1,000,000.00). Any such policy shall name Landlord as an additional insured.Each such policy shall provide that the same may not be canceled or modifiedwithout at least twenty (20) days’ prior written notice to Landlord. Tenantshall also provide adequate casualty insurance coverage on all of its personalproperty, including trade fixtures, located in the Premises. Tenant shall atLandlord’s request deliver certificates evidencing that such insurance is inforce and effect. The limits of said insurance shall not, under anycircumstances, limit the liability of Tenant hereunder with regard to Section1.3.1 above.

 

13.3                           **Damage toTenant’s Property*. ***Tenantshall neither hold nor attempt to hold Landlord liable for any injury ordamage, either proximate or remote, occurring through or caused by fire, water,steam, or any repairs, alterations, injury, accident, or any other cause to thePremises, to any furniture, fixtures, Tenant alterations, or other personalproperty of Tenant kept or stored in the Premises, or in other parts of theBuilding not herein demised, whether by reason of the negligence or default ofthe owners or occupants thereof or any other person or otherwise and thekeeping or storing of all property of Tenant in the Building and/or Premisesshall be at the sole risk of Tenant. Tenant shall maintain throughout the termof this Lease all risk” or ‘‘multi-peril’’ insurance on all of Tenant’sproperty and betterments in the Premises, including, without limitation allfurniture, fixtures, personal property and all Tenant improvements not paid forby Landlord pursuant to any work letter attached hereto.

 

**ARTICLE XIV**

 

**CASUALTY; RESTORATIONOF PREMISES**

 

14.1                           **Damage toPremises**.  If the Premises orthe Building shall be so damaged by fire or other casualty as to render thePremises wholly untenantable and if such damage shall be so great that acompetent architect, in good standing, selected by Landlord shall certify inwriting to

 

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Landlord and Tenant within sixty (60) days ofsaid A casualty that the Premises, with the exercise of reasonable diligence,cannot be made fit for occupancy within one hundred twenty (120) working daysfrom the happening thereof then Landlord may, at its option, terminate thisLease. If Landlord so elects to terminate this Lease. Tenant shall thereuponsurrender to Landlord the Premises and all interest therein hereunder, andLandlord may reenter and take possession of the Premises and remove Tenanttherefrom. Tenant shall pay Rent, duly apportioned, up to the time of suchtermination of this Lease. If Landlord does not so elect to terminate thisLease then, Landlord shall repair the damage so done (to the extent of theTenant Allowance provided by Landlord to Tenant) with all reasonable speed andthis Lease shall continue in effect. Landlord shall not have any obligation torebuild in the event of major damage to the Premises during the last twelve(12) months of the Term.

 

14.2                           **Minor Damage**.  If the Premises shall be slightly damaged byfire or other casualty, but not so as to render the same wholly untenantahle orto require a repair period in excess of one hundred twenty (120) days. then,Landlord, after receiving notice in writing of the occurrence of the casualty,except as hereafter provided, shall cause the same to be repaired withreasonable promptness and this Lease shall continue in effect.

 

14.3                           **Damage toBuilding**.  In case theBuilding shall be so injured or damaged, whether by fire or otherwise (thoughthe Premises may not be affected, or if affected, can be repaired within saidone hundred twenty (120) days, but not so as to require a repair period inexcess of one hundred twenty (120) days, then Landlord, after receiving noticein writing of the occurrence of the casualty, except as provided in Section14.4, shall cause the same to be repaired with reasonable promptness andthis Lease shall continue in effect.

 

14.4.                        **InsuranceProceeds Not Sufficient or Available**.  Landlord shall never have an obligation to rebuild if itsinsurance proceeds are insufficient to permit restoration or if they are notmade available by Landlord’s lender. Landlord shall be entitled to terminate thisLease in either event, by giving Tenant written notice of its election to do sowithin sixty (60) days after determining the non-availability or insufficiencyof such proceeds. In such event, Tenant shall pay the Rent, properlyapportioned up to the date of termination, and neither party shall have anyfurther rights or obligations under this Lease, except for any obligationswhich specifically survive any such termination.

 

14.5                           **Waiver ofSubrogation**.  Landlord aridTenant hereby waive any and all rights of recovery against the other, theirofficers, agents, and employees occurring out of the use and occupancy of thePremises for loss or damage to their respective real and/or personal propertyarising as a result of a casualty or condemnation contemplated by this Lease.Each of the parties shall, upon obtaining the policies of insurance required bythis Lease, notify the insurance carrier that the foregoing waiver is containedin this Lease and shall require such carrier to include an appropriate waiverof subrogation provision in the policies.

 

14.6                           **Abatement ofRent**,  Provided that thecasualty is not the fault of Tenant, Tenant’s agents, servants, or employees,the Rent shall be equitably abated taking into consideration all relevantfactors, including, without limitation, whether or not the Premises can bepartially used during the period of repair and restoration, and the relativesquare footages of the usable and non-usable areas.

 

**ARTICLE XV**

 

**TENANT’S DEFAULT;LANDLORD’S REMEDIES**

 

15.1                           **Events ofDefault**.  The occurrence ofany of the following will constitute an

 

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event of default by Tenant under this Lease:(i) failure to pay any Rent when due; (ii) failure to comply with any otherprovision of this Lease within any time period specified in this Lease, or, ifno time period is specified, within twenty (20) days after written notice fromLandlord; (iii) the filing by or against Tenant of Tenant’s obligations underthis Lease of any proceedings under the federal bankruptcy code or any similarlaw and the failure to secure a discharge of the same within thirty (30) days;(iv) the adjudication of Tenant as bankrupt or insolvent in proceedings filedunder the federal bankruptcy code or any similar law; ~ the insolvency ofTenant or the making of a transfer in fraud of creditors or an assignment forthe benefit of creditors; (vi) the appointment of a receiver or trustee forTenant or any of the assets of Tenant; or (vii) Tenant’s abandonment of thePremises or failure to do business in any substantial portion thereof(including failure to take occupancy at the commencement of the Term).

 

15.2                           **No Waiver**.  No action by Landlord during the Term willbe deemed an acceptance of an attempted surrender of the Premises. No reentryof taking possession of the Premises by Landlord will be construed as inelection by Landlord to terminate this Lease, unless a written notice oftermination is given to Tenant. Landlord may accept late or partial payments ofRent without prejudice to its right to require prompt payment in the future orto enforce its remedies hereunder for failure to make payment in full. Anyforbearance by Landlord in exercising any right or remedy hereunder orotherwise provided by law shall not be a waiver of or preclude the exercise of anysuch right or remedy unless expressly waived, Any express waiver of any defaultby Tenant hereunder shall not constitute a waiver of any other or futuredefault.

 

15.3                           **Remedies**.  On the occurrence of any event of default,Landlord will have the following remedies, in addition to any other rights orremedies provided by this Lease or by applicable law, all of which may beexercised without any further notice or demand on Tenant.

 

15.3.1      Past Due Rent.  Landlord may collect from Tenant all pastdue Rent, including interest thereon and late charges as referenced in ArticleIV above, and all other damages caused by Tenant’s default, together withinterest at the rate of eighteen percent (18%) per year, until paid.

 

15.3.2      Termination.  Landlord may terminate this Lease, in whichevent Tenant will immediately surrender the Premises to Landlord, hut if Tenantfails to do so, Landlord may, without notice and without prejudice to any otherremedy Landlord might have, enter and take possession of the Premises and removeTenant, anyone claiming under Tenant and any property therefrom without beingsubject to any claim for damages therefor. Tenant shall pay Landlord all costsincurred by Landlord in any such action, including the costs of takingpossession of and repairing any damage to the Premises, and all other damagescaused by Tenant’s default.

 

15.3.3      Reletting.  If Landlord does not terminate this Lease,then Landlord may, at its option, reenter the Premises and remove any personsor property therein, and may relet the Premises for the benefit of Tenant, inwhich event Tenant shall pay Landlord all costs incurred by Landlord in takingsuch action including, without limitation, the costs of taking possession ofand repairing the Premises, the cost of preparing the same for reletting,attorneys fees, brokerage commissions, and all other damages caused by Tenant’sdefault. Tenant shall remain obligated to Landlord for the difference betweenany rent received by Landlord as a result of such reletting and the Rent for whichTenant is obligated hereunder. Landlord shall have no duty to relet thePremises and the failure of Landlord to relet the Premises will not release oraffect Tenant’s liability for Rent or for damages. In the event any suchreletting results in payment of rent thereunder to Landlord in excess of theRent for which Tenant is obligated hereunder, Landlord shall retain suchexcess.

 

15.3.4      Election Not to Relet.  If Landlord elects not to terminate thisLease, and does not reenter and relet the Premises for the benefit of Tenant,Tenant shall remain obligated to Landlord for all Rent for which it isobligated hereunder for the remainder of the Term, together

 

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with all damages cause by Tenant’s default.

 

15.3.5                  Option toPerform.  Landlord may perform orcause to be performed the unperformed obligations of Tenant under this Leaseand may enter the Premises to accomplish such purpose without being subject toany claim for damages therefor. Tenant agrees to reimburse Landlord on demandfor any expense which Landlord might incur in effecting compliance with thisLease on behalf of Tenant, together with interest at the rate specified in Section15.3.1above until paid, and Tenant further agrees that Landlord will notbe liable for any damages resulting to Tenant from such action, whether causedby negligence of Landlord or otherwise.

 

**ARTICLE XVI**

 

**DEFAULT BY LANDLORD**

 

16.1                           **Default byLandlord**.  In the event ofany alleged default on the part of Landlord hereunder, Tenant shall givewritten notice to Landlord and Landlord’s first mortgage lender in the mannerprovided herein and shall afford Landlord and such lender a reasonableopportunity, but at least thirty (30) days, to cure any such default. If saiddefault is not cured within a reasonable time, Tenant shall be entitled topursue a suit for damages or injunctive relief (but not other form of relief);provided, however, in no event shall (i) the Lease be terminated by Tenant or(ii) Landlord be responsible for any consequential damages incurred by Tenantas a result of any default, including, without limitation, lost profits orinterruption of business as a result of any alleged default by Landlordhereunder. Landlord’s obligations under this Lease shall cease to accrue uponany transfer by it of the Premises amid Tenant shall look solely to its newLandlord for performance of all obligations accruing hereunder after thetransfer. Landlord’s liability hereunder shall be limited to its interest inthe Building. No mortgage lender shall be required to cure any such default,

 

**ARTICLE XVII**

 

**SUBORDINATION; ESTOPPEL**

 

17.1                           **Subordination**.  This Lease and all rights of Tenanthereunder shall be subject and subordinate to any encumbrance perfected againstthe Premises of Landlord’s interest in this Lease after the date of this Lease.Tenant agrees to attorn to any purchaser at any foreclosure or other saleenforcing such encumbrance, If any holder of a mortgage or deed of trust shallelect to have this Lease superior to the lien of the holder’s mortgage or deedof trust and shall give written notice thereof to Tenant, this •Lease shall bedeemed prior to such mortgage or deed of trust, whether this Lease is datedprior or subsequent to the date of said mortgage or deed of trust or the dateof recording thereof.

 

17.2                           **Estoppel**.  Tenant agrees, within ten (10) days afterrequest by Landlord, to execute in favor of any prospective purchaser orencumbrances of the Premises or an interest in this Lease an estoppel agreement(a) confirming the subordination of this Lease to any such encumbrance, and (b)stating (i) whether this Lease is in full force and effect arid listing anymodifications, assignments or subleases, (ii) whether Tenant has acceptedpossession of the Premises, (iii) the commencement date and expiration date ofthe Term, (iv) the amount of the monthly installments of Base Rent thenpayable. (v) an itemization of any Additional Rent paid during the precedingtwelve (12) months, (vi) whether Tenant claims air offset against Rent due orto become due hereunder (provided nothing herein shall be construed to createsuch a right of offset), (vii) whether Rent has been paid more than one (I)month in advance of its due date (and containing an agreement by Tenant not topay Rent more than one month in advance of its due

 

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date), (viii) the address for notices to besent to Tenant, (ix) that Tenant will look only to Landlord for obligationsaccruing prior to the time any such purchaser, encumbrances, or purchaser atforeclosure acquires title. to the Premises, (x) whether Landlord is then indefault (specifying the exact nature of any claimed default), (xi) that Tenantwill not surrender the Premises prior to the expiration of the Term or consentto a written modification or termination of this Lease with Landlord withoutthe approval of any first mortgage lender, and (xii) such other matters as maybe reasonably’ requested by Landlord.

 

**ARTICLE XVIII**

 

**MISCELLANEOUS**

 

18.1                           **Time**. Time is of the essence of eachprovision of this Lease.

 

18.1.1.               This Leasesupersedes any existing tenancy of Tenant in the Building whether on a month tomonth basis or otherwise. Landlord acknowledges that there is no breach ordefault by Landlord or Tenant under any such preexisting tenancy nor isLandlord aware of any fact or circumstance which as of the date of execution ofthis Lease constitutes a breach of this Lease (assuming this Lease to becurrently in effect) or with notice or time or both, would constitute such adefault under this Lease. Without limiting the ongoing, all rent due toLandlord prior to the late hereof has been paid in full. Furthermore, to thebest of Landlord’s knowledge, no breach or default exists under any groundlease, mortgage, deed of trust, security agreement or other instrument oragreement affecting the Premises, and no event has occurred or condition existsthat with notice or time or both would constitute such a breach ordefault.  To the best of Landlord’sknowledge, there is no condemnation or other similar proceeding pending orthreatened relating to or affecting the Premises.

 

18.2                           **Successors**.  This Lease shall be binding on amid inure tothe benefit of the parties and their respective successors and permitted assigns.

 

18.3                           **Brokerage**.  Except as may be specifically set forth inwriting prior to the execution hereof each party represents that it has notdealt with any real estate broker, finder or other person, with respect to thisLease in any manner. Each party shall hold harmless the other party from alldamages resulting from any claims that may be asserted against the other partyby any other broker, finder, or other person, with whom the other party has or.purportedly has dealt.

 

18.4                           **Recording**.  Landlord and Tenant agree that neither thisLease nor any memorandum hereof will be recorded.

 

18.5                           **Joint andSeveral Obligations**.  ‘Party”shall mean Landlord or Tenant; and if more than one person or entity isLandlord or Tenant, the obligations imposed on that party shall be joint andseveral.

 

18.6                           **Notices**.  Except as otherwise provided herein, anynotices or other communications required or permitted hereunder shall besufficient if made in writing and (i) delivered personally, or (ii) sent bycertified mail, return receipt requested, and addressed to the appropriateparty at its address stated below or to such other address as such party maysubstitute by written notice to the other. All notices shall be deemed receivedupon receipted personal delivery or, if mail, upon the earlier of (i) actualreceipt, or (ii) three (3) business days after being mailed.

 

18.7                           **EntireAgreement**.  Tenant agreesthat there are no representations, understandings, stipulations, or otheragreements relating to the Premises which are not

 

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incorporated herein. This Lease may not bealtered, waived, or amended, except by a written agreement signed by Landlordand Tenant.

 

18.8                           **GoverningLaw, Severability**. The interpretation and enforcement of this Leasewill be governed by Oklahoma law. If any clause or provision of this Lease isillegal, invalid or unenforceable under any present or future law, theremainder of this Lease will not be affected thereby.

 

18.9                           **Captions**.  The captions used in this Lease are forreference purposes only and shall not in any way affect the meaning orinterpretation of this Lease.

 

18.10                     **ForceMajeure**. Whenever a period of time is provided for herein for theperformance of any obligation and the performance of such obligation is madeimpossible by strikes, riots, acts of God or other causes reasonably outside ofthe control of the party bound by the obligation, a reasonable extension oftime will be provided for said performance to compensate for the temporary impossibilityof performing during such event,

 

18.11                     **Attorney’sFees**.  The prevailing partyshall be entitled to reasonable attorney fees and costs of litigation inconnection with the enforcement of this Lease or in connection with any disputehereunder.

 

18.12                     **TenantExecution**.  The personexecuting this Lease in a representative capacity on behalf of the Tenantwarrants that he/she is authorized to hind the Tenant by virtue of thatexecution.

 
|   | “Landlord”: | **HEBRON COMMUNICATIONS CORPORATION**             |
|--------|-----------------------|---------------------------------------------------|
|   |                  | **5900 N. Mosteller Dr. #1750, OKC   73112** |
|   |                  |                                              |
|   |                  | By:                                               | /s/ John E.  Telling |   |   |
|   |                  |                                              | John E.  Telling, President |   |
|   |                  |                                              |
|   | “Tenant”:   | **AMERIVISION COMMUNICATIONS, INC.**              |
|   |                  | **C/O WILEY, REIN & FIELDING**                |
|   |                  | **776 K Street, N.W., Washington, D.C. 20006**    |
|   |                  | **Attn: Dag Wilkinson, Esq.**                     |
|   |                  |                                              |
|   |                  | By:                                               | /s/ Stephen  D. Halliday |   |
|   |                  |                                              | Name: | Stephen D.  Halliday |   |   |
|   |                  |                                              | Title | President |   |
|        |                       |                                                   |  |  |  |  |  |  |  |  |  |

 

Exhibits

 

A -                     Premisesand Base Rent

B-                       OperatingExpense Definition

C-                       CommencementCertificate

D-                      Work Letter (may notapply)

E-                        Rulesand Regulations

 

16

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STATE OFOKLAHOMA

SS.

COUNTY OF                   

 

Thisinstrument was acknowledged before me this         day of                     ,            by                                as Manager of FOUNDERS TOWER.

 

 

[SEAL]

 
| Mv  Commission Expires: |           |   |
|-------------------------|----------------|--------|
|                    |           |
|                    | Notary  Public |
|                    |           |   |
|                         |                |        |  |  |

 

 

STATE OFOKLAHOMA

SS.

COUNTY OF                   

 

Thisinstrument was acknowledged before me this           day of                      ,            by                            as President of AmeriVision Communication, Inc.

 

 

[SEAL]

 
| Mv  Commission Expires: |           |   |
|-------------------------|----------------|--------|
|                    |           |
|                    | Notary  Public |
|                    |           |   |
|                         |                |        |  |  |

 

17

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**ExhibitB**

 

**OperatingExpenses**

 

**“Operating Expenses”**shall mean all operating expenses of any kind or nature which are necessary,ordinary, or customarily incurred in connection with the operation andmaintenance of the Building. Operating Expenses shall include, but not belimited to:

 

(a)                   Allreal property taxes and assessments levied against the Building by anygovernmental or quasi-governmental authority. The foregoing shall include anytaxes, assessments, surcharges, or service or other fees of a nature notpresently in effect which shall hereafter be levied on the Building as a resultof the use, ownership or operation of the Building or for any other reason,whether in lieu of or in addition to, any current real estate taxes andassessments; provided, however, any taxes which shall be levied on the rentalsof the Building shall be determined as if the Building were Landlord’s onlyproperty and, provided, further, that in no event shall the term “taxes orassessments,” as used herein, include any net federal or state income taxeslevied or assessed on Landlord, unless such taxes are a specific substitute forreal property taxes. Such term shall, however, include gross taxes on rentals.Expenses incurred by Landlord for tax consultants and in contesting the amountor validity of any such taxes or assessments shall be included in suchcomputations (all of the foregoing are collectively referred to herein as the“Taxes”). “Assessment” shall include so-called special assessments, licensetax, business license fee, business license tax, commercial rental tax, levy,charge penalty or tax, imposed by any authority having the direct power to tax,including any city, county, state or federal government, or any school,agricultural, lighting, water, drainage or other improvement or specialdistrict thereof against the Premises, the Building or any legal or equitableinterest of Landlord therein. For the purposes of this Lease, any specialassessments shall be deemed payable in such number of installments as ispermitted by law, whether or not actually so paid, and shall include any-applicable interest on such installments.

 

(b)                  Costof supplies, including, but not limited to, the cost of relamping and replacingballasts in all Building standard tenant lighting as the same may be requiredfrom time to time (provided, however, that Landlord reserves the right todirectly bill Tenant for replacement of lighting in the Premises);

 

(c)                   Costsincurred in connection with obtaining and providing energy for the Building,including, hut not limited to, costs of propane, butane, natural gas, steam,electricity, solar energy and fuel oils, coal or any other energy sources;

 

(d)                  Costsof water and sanitary and storm drainage services;

 

(e)                   Costsof janitorial and security services;

 

(f)                     Costsof general maintenance and repairs, including costs under HVAC and othermechanical maintenance contracts; and repairs and replacements of equipmentused in connection with such maintenance and repair work.

 

(g)                  Costsof maintenance and replacement of landscaping.

 

(h)                  Insurancepremiums, including fire and all-risk or multiperil coverage, together withloss of rent endorsement, if applicable; the part of any claim required to hepaid under the deductible portion of any insurance policy carried by Landlordin connection with the Building (where Landlord is unable to obtain insurancewithout such deductible from a major insurance carrier at reasonable rates);public liability insurance; and any other insurance carried by Landlord on theBuilding or any component parts thereof (all such insurance shall be in suchamounts as may be required by any mortgagee or as Landlord may reasonablydetermine);

 

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(i)                      Laborcosts, including wages and other payments, costs to Landlord of workmen’scompensation and disability insurance, payroll taxes, welfare fringe benefits,and all legal fees and other costs or expenses incurred in resolving any labordispute;

 

(j)                      Professionalbuilding management fees, costs and expenses, including costs of office spaceand storage space required by management for performance of its services ascontemplated herein;

 

(k)                   Legal,accounting, inspection, and other consultation fees (including, withoutlimitation, fees charged by consultants retained by Landlord for services thatare designed to produce a reduction in Operating Expenses or to reasonablyimprove the operation, maintenance or state of repair of the Building) incurredin the ordinary course of operating the Building except to the extentspecifically excluded below;

 

(I)                     Thecosts of capital improvements and structural repairs and replacements made inor to the Building in order to conform to changes in Legal Requirementssubsequent to the Commencement Date.

 

The followingexpenses shall be excluded from Operating Costs:

 
| (i)    |   | The cost of capital  investment items and replacement of capital investment items (except as  provided above in (a) (I) above);                                                                                                                                                           |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                      |
| (ii)   |   | Specific  costs for special items or services hilled to and paid by specific tenants of  the Building;                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                      |
| (iii)  |   | Leasing  commissions;                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                      |
| (iv)   |   | Repairs or  other work occasioned by (I) fire, windstorm or other casualty covered by the  insurance Landlord is required to carry hereunder or (2) by the exercise of  eminent domain;                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                      |
| (v)    |   | Attorneys’  fees, costs, disbursements and other expenses incurred in connection with  disputes with tenants, other occupants or prospective tenants or other  occupants’                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                      |
| (vi)   |   | Expenses  incurred in building out, renovating or otherwise improving, decorating or  painting any tenant’s premises                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                      |
| (vii)  |   | The cost of  electricity and other utility services sold or provided to tenants in the  Building for which Landlord is entitled to reimbursement as a separate  additional charge or rental over and above the basic rent or escalation rent  payable under any such tenant’s lease; |
|   |   |                                                                                                                                                                                                                                                                                      |
| (viii) |   | Advertising  and promotional expenditures;                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                      |
| (ix)   |   | Costs for  sculptures, paintings or other art work;                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                      |
| (x)    |   | Wages,  salaries or other compensation paid to any executive employees above the  grade of building manager;                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                      |
| (xi)   |   | Any fines or  other penalties incurred or assessed or imposed due to violation by Landlord  of any federal, state or local law, ordinance or regulation; and                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                      |
| (xii)  |   | Depreciation  of the Building.                                                                                                                                                                                                                                                            |

 

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**Exhibit C**

 

**COMMENCEMENT CERTIFICATE**

 

 

THISCOMMENCEMENT CERTIFICATE is attached to and made a part of that certainFounders Tower Office Lease dated as of the           day                ,            , ,between **HEBRONCOMMUNICATIONS CORPORATION (Landlord”),**and **AMERIVISION COMMUNICATIONS, INC**.,(“Tenant”).  Unless otherwise defined inthis Commencement Certificate or unless otherwise required by the context ofthis Commencement Certificate, capitalized terms used in this CommencementCertificate will have the meanings ascribed to those terms in the Lease.Landlord and Tenant agree as follows with respect to the Premises:

 

1.                                       Thereare no tenant improvements required to be made by Landlord. All improvements tothe Premises are to be made by the Tenant at Tenant’s sole expense.

 

2.                                       ThePremises have a street address of 5900 N. Mosteller Drive, (SEE ATTACHEDEXHIBIT A) Oklahoma City, OK 73112.

 

3.                                       TheCommencement Date of the Lease is January01, 2000 and the Expiration Date ofthe Term is (SEE ATTACHED EXHIBIT A). in accordance with the provisions of theLease, Tenant obligation to pay Rent shall commence on the Commencement Date.

 

IN WITNESSWHEREOF, the parties hereto save caused this Commencement Certificate to heexecuted the day and year first above written.

 
|   | “Landlord”: | **Hebron Communications Corporation** |                        |
|--------|-----------------------|---------------------------------------|-----------------------------|
|   |                  |                                  |                        |
|   |                  | By:                                   |                        |   |   |
|   |                  |                                  | John E.  Telling, President |   |
|   |                  |                                  |                        |
|   |                  |                                  |                        |
|   | “Tenant”:   | **AmeriVision Communications, Inc.**  |                        |
|   |                  |                                  |                        |
|   |                  | By:                                   |                        |   |   |
|   |                  |                                  | Name:                       |   |   |   |
|   |                  |                                  | Title:                      |   |   |   |
|        |                       |                                       |                             |  |  |  |  |  |  |  |

 

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**Exhibit “D”**

 

**Work Letter**

 

The Landlordagrees to provide, at the sole cost and expense of the Landlord, the followingimprovements to the Leased Premises:

 

**NONE**

 

 
|   | “Landlord”: | **Hebron Communications Corporation** |                        |
|--------|-----------------------|---------------------------------------|-----------------------------|
|   |                  |                                  |                        |
|   |                  | By:                                   |                        |   |   |
|   |                  |                                  | John E.  Telling, President |   |
|   |                  |                                  |                        |
|   |                  |                                  |                        |
|   | “Tenant”:   | **AmeriVision Communications, Inc.**  |                        |
|   |                  |                                  |                        |
|   |                  | By:                                   |                        |   |   |
|   |                  |                                  | Name:                       |   |   |   |
|   |                  |                                  | Title:                      |   |   |   |
|        |                       |                                       |                             |  |  |  |  |  |  |  |

 

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**Exhibit “E”**

 

Founders Tower

** **

**RULESAND REGULATIONS**

 

 

1.                                       Allsafes or other heavy articles shall be carried up or into the premises only atsuch times and in such manner as shall be prescribed by the Landlord, and theLandlord shall in all eases have the right to specify the proper weight andposition of any such safe or other heavily article. Any damage done to thebuilding by taking in or removing any safe from overloading any floor in anyway shall be paid by the Tenant. Defacing or injuring in any way any part ofthe building by the Tenant, his agents or servants, shall be paid for by theTenant.

 

2.                                       Noother show cases shall be placed in front of the building or in the court orcorridor, without written consent of the Landlord.

 

3.                                       NoTenant shall employ any person or persons other than the janitor of theLandlord for the purposes of cleaning or taking charge of the demised premises,without the written consent of the Landlord; It being understood and agreedthat the Landlord shall be In no way responsible to any Tenant for any loss ofproperty from the demised premises, however occurring, or for any damage to thefurniture by the janitor or any of his employees, or by any other person orpersons whatsoever. Any person or persons employed by the Tenant, with thewritten consent of the Landlord, must he subject to and under the control anddirection of the janitor of the building, in all things, in the building andoutside of said demised premises.

 

                                                Thejanitor of the building shall at all times keep a pass key, and he and otheragents, of the Landlord, shall at all times he allowed admittance to said demisedpremises.

 

4.                                       Noadditional locks shall be placed upon any doors without the written consent ofthe Landlord, nor shall any duplicate keys be made. All necessary keys shall befurnished by the Landlord, and the same shall be surrendered upon the terminationof this lease, and the Tenant shall then give to the Landlord or his agents,explanation of the combination of all locks upon the doors of his vaults.

 

5*.**                                      *Thewater closets and other water fixtures shall not be used for any purpose otherthan those for which they were constructed, and any damage resulting to themfrom misuse or the defacing or injury of any part of the building shall beborne by the person who shall occasion it. No person shall waste water byinterfering with the faucets or otherwise.

 

6.                                       Nodogs or other animals will be allowed in the building.

 

7.                                       Nobicycles or similar vehicles will be allowed in the building.

 

8.                                       Nothingshall be thrown out of the windows of the building, or down the stairways orother passages.

 

9.                                       TheLandlord or his agents shall have the right to enter the demised premises toexamine the same or to make such repairs, alterations or additions as thelandlord shall deem necessary for the safety, preservation or improvement ofthe building; and the Landlord or his agents may show said demised premises.

 

10.                                 Tenants,their employees, clerks or servants, shall not use the demised premises for thepurpose of lodging rooms, or for any unmoral or unlawful purposes.

 

11.                                 NeitherTenant, his agents or employees shall disturb the occupants of the

 

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building by the use of musical instruments,making unseemly noises, or by interference in any way.

 

12.                                 Movementin or out of the Building of furniture or office equipment, or dispatch orreceipt by Tenant of any merchandise or materials which requires use ofelevators or stairways, or movement through Building entrances or lobby shallbe restricted to hours designated by landlord. All such movement shall be undersupervision of Landlord and in the manner agreed between Tenant and Landlord bypre-arrangement before performance. Such pre­arrangement initialed by Tenantwill include determination by Landlord and subject to his decision and controlof the time, method and routing of movement, and limitations imposed by safetyor other concerns which may prohibit any article, equipment or ally other itemfrom being brought into the Building. Tenant is to assume all risk as to damageto articles moved and injury to persons or public engaged or not engaged insuch movement, including equipment, property and personnel of Landlord ifdamaged or injured as a result of acts in connection with carrying out thisservice for Tenant from time of entering the tract on which the Building standsto completion of work; and Landlord shall not be liable for acts of any personengaged in, or any damage or loss to any of said property or persons resultingfrom any act in connection with such service performed for Tenant.

 

13.                                 Nosigns will be allowed in any form on exterior of Building or windows inside orout, and 110 signs except in uniform location and uniform styles fixed byLandlord will be permitted in tile public corridors or on corridor doors orentrances to Tenant’s space. All signs will be contracted for by landlord forTenant at the rate fixed by Landlord from time to time, and Tenant will behilled and pay for such service accordingly. Except as otherwise provided forin this Lease.

 

14.                                 Nodraperies, shutter, or other window covering shall be installed on exteriorwindows or walls or windows and doors facing public corridors withoutlandlord’s prior written approval.

 

15.                               Tenantshall not place, install or operate on the demised premises or in any part ofthe Building, any engine, stove, or machinery, or conduct mechanical operationsor cook thereon or therein or place or use in or about premises any explosives,gasoline, kerosene, oil, acids, caustics, or any other inflammable, explosive,or hazardous materials without written consent of Landlord. (Microwave ovenexcepted)

 

16.                                 Landlordwill not be responsible for loss or stolen personal property, equipment, money,or jewelry from the demised premises or public rooms regardless of whether suchloss occurs when area is locked against entry or not.

 

17.                                 Noneof the entries, passages, doors, elevators, elevator doors, hallways, orstairways shall be blocked or obstructed or any rubbish, litter, trash, ormaterial of any nature placed, emptied or thrown into these areas, or suchareas he used at any time except for ingress by Tenant, Tenant’s agents,employees, or invitees.

 

18.                               Tenantshall store all its trash and garbage within its demised premises. No materielshall be placed in the trash boxes or receptacles if such material is suchnature that it may not be disposed of in the ordinary and customary manner ofremoving and disposing of trash and garbage and with out being in violation ofany law or ordinance governing such disposal. All garbage and refuse disposalshall be made only through entryways and elevators provided for such purposesand at such times as Landlord shall designate.

 

19.                                 TheseRules and Regulations are in addition to, and shall not be construed to in allyway modify, alter or amend, in whole or in part, the terms, covenants, agreementsand conditions of any lease covering premises in the Building.

 

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